SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 29, 2000
AMERICA ONLINE, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 001-12143 54-1322110
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
22000 AOL Way, Dulles, Virginia 20166
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (703) 265-1000
Item 5. Other Events.
On June 29, 2000, America Online, Inc. ("America Online") consummated
its acquisition of MapQuest.com, Inc. ("MapQuest") pursuant to the terms of the
previously reported Agreement and Plan of Merger, dated as of December 21, 1999,
as amended (the "Merger Agreement"), among America Online, MQ Acquisition, Inc.,
a wholly owned subsidiary of America Online ("MQ Acquisition"), and MapQuest.
Pursuant to the Merger Agreement, MQ Acquisition merged with and into MapQuest
(the "Merger"), with MapQuest surviving the Merger as a wholly-owned subsidiary
of America Online, and each share of MapQuest common stock was converted into
the right to receive 0.31558 of a share of America Online common stock. The
conversion ratio was determined through arm's length negotiations.
The Merger Agreement, as amended, is incorporated herein by reference
to Exhibits 2.1 and 2.2, and a copy of the joint press release of America Online
and MapQuest announcing the effectiveness of the Merger is incorporated herein
by reference and included herein as Exhibit 99.1. The foregoing description of
such documents is qualified in their entirety by reference to such exhibits.
Attached as Exhibit 99.2 is a table setting forth certain financial
information reflecting the impact of the acquisition of MapQuest for the four
quarters ending March 31, 2000. Exhibit 99.2 is incorporated herein by
reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of December 21, 1999,
among America Online, Inc., MQ Acquisition, Inc. and
MapQuest.com, Inc. (filed as Exhibit 2.1 to America Online's
Current Report on Form 8-K, dated as of December 21, 1999 and
incorporated herein by reference).
2.2 Amendment No. 1, dated as of February 10, 2000, to the Agreement
and Plan of Merger, dated as of December 21, 1999, among America
Online, Inc., MQ Acquisition, Inc. and MapQuest.com, Inc. (filed
as Exhibit 2.2 to America Online's Registration Statement on Form
S-4, dated May 24, 2000 and incorporated herein by reference).
99.1 Joint Press Release, dated June 29, 2000, announcing the
acquisition by America Online, Inc. of MapQuest.com, Inc.
99.2 Table of Financial Information.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: July 17, 2000
AMERICA ONLINE, INC.
By: /s/J. Michael Kelly
Name: J. Michael Kelly
Title: Senior Vice President,
Chief Financial Officer and
Assistant Secretary
EXHIBIT INDEX
Exhibit Number Description
Number
2.1 Agreement and Plan of Merger, dated as of December 21, 1999,
among America Online, Inc., MQ Acquisition, Inc. and
MapQuest.com, Inc. (filed as Exhibit 2.1 to America Online's
Current Report on Form 8-K, dated as of December 21, 1999 and
incorporated herein by reference).
2.2 Amendment No. 1, dated as of February 10, 2000, to the Agreement
and Plan of Merger, dated as of December 21, 1999, among America
Online, Inc., MQ Acquisition, Inc. and MapQuest.com, Inc. (filed
as Exhibit 2.2 to America Online's Registration Statement on Form
S-4, dated May 24, 2000 and incorporated herein by reference).
99.1 Joint Press Release, dated June 29, 2000, announcing the
acquisition by America Online, Inc. of MapQuest.com, Inc.
99.2 Table of Financial Information.
